Exhibit 10.46
[LETTERHEAD OF NIMLOK COMPANY]
D I S P L A Y A N D E X H I B I T S Y S T E M S
Nimlok Company o 0000 X. Xxxxxx Xxx. o Niles, Illinois 00000-0000
Phone: 000-000-0000 o Fax: 000-000-0000 o xxx.xxxxxx.xxx
July 8, 1998
EXCLUSIVE DISTRIBUTOR AGREEMENT
Xx. Xxx XxXxxxx
Display Arts
0000 Xxx Xxxx Xxxx
Xxxxxxxxx, XX 00000
Dear Xxx,
We would like to confirm the details of the future distribution of Nimlok
products in your area.
The Nimlok commitments would include the following:
1. You will be the only Nimlok distributor appointed by Nimlok in the
territory defined as the State of Tennessee, excluding the
Chattanooga area as defined by zip codes 373 and 374.
Nimlok agrees not to appoint any other distributor with a sales
location in the territory and not to make any direct sales to
customers in the territory. Incidental to your activities in the
territory, you may also sell Nimlok products to customers outside
your territory and other distributors may similarly sell Nimlok
products to customers within your territory.
2. Nimlok will supply you with all sales leads for the area.
3. We will make available to you, the discounts, bonuses (currently 40%
+ 5% volume related bonus) and prices available to our most favored
distributors.
4. We will supply you with all of the marketing support programs
including showroom programs, signage, Yellow Pages programs, and
co-op advertising programs, as defined in the current Distributor
Program.
5. All of our sales and designing know-how and training facilities will
be at your disposal. Your sales staff would participate in our Sales
Incentive Program, you xxxx have full access to our design
capabilities and our free management advisory service.
[GRAPHIC OMITTED]
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6. As we develop any other subsequent programs for our key
distributors, you will be entitled to participate.
7, You will be included in subsequent publications on the International
Network Booklet.
Your commitments would include the following:
1. Exceed targets of net purchases from Nimlok of the following:
1998 $250,000
1999 $300,000
2000 $350,000
2. Employ a sufficient number of Nimlok trained salespeople with direct
responsibility for Nimlok sales to achieve the above target.
3. Not sell directly competitive products. (However, it is understood
that Display Arts has been selling other brands for several years
and will continue to service existing clients with these products.)
4. Place a Nimlok co-op Yellow Pages ad in Memphis, Nashville, and
Knoxville that we mutually agree is reasonable for a territory of
this size. Knoxville ad to start in 1999.
5. Use the Nimlok logo on your business cards and letterhead.
6. Maintain a 5 Star Nimlok Showroom in Memphis and Nashville.
7. You agree to participate in the Nimlok Sales Incentive Program
designed to encourage and reward your salespersons' individual
Nimlok sales performance.
8. Have a Nimlok showroom sign on the exterior of your building, either
in the format supplied in our co-op program, or incorporated into
your exterior signage.
9. Pay for the products you purchase from us within agreed credit
terms.
10. Send your staff to the appropriate Nimlok sales and design training
classes.
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11. Aggressively follow-up Nimlok sales leads and report their
conversion to sales promptly.
12. Use Mini-Cad design software program that can be integrated with the
Nimlok design database.
13. Become a member of the International Nimlok Network and provide
contract services to Nimlok distributors and customers visiting the
area.
TERMINATION
This Agreement will remain in effect indefinitely, subject to:
Termination by you at any time without cause upon 60 days' written notice.
Termination by Nimlok upon:
30 days notice in the event of your bankruptcy or failure to pay
overdue invoices on demand; or
60 days notice in the event of your breach of this Agreement and
failure to cure the breach within the 60 day period and in the event
of your failure to meet target purchases for any year.
This Agreement may be amended at any time by our written agreement.
If you are in agreement with the above, please would you sign this letter and
return it at your convenience.
Sincerely yours,
/s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
President
/s/ Xxxxxxx XxXxxxx 7-8-98
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Signed Date
